Schedule 13d
| Filed by: | SAMSON HOLDING LTD. |
| Subject Company: | FURNITURE BRNDS INTL |
| Filed as of Date: | 02/22/2008 |
| View Original Filing on Edgar's | |
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
||||
|
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
|
||||
|
(Amendment
No. 2)*
|
||||
|
Furniture
Brands International, Inc.
|
||||
|
(Name
of Issuer)
|
||||
|
Common
Stock, US$1.00 Stated Value
|
||||
|
(Title
of Class of Securities)
|
||||
|
360921100
|
||||
|
(CUSIP
Number)
|
||||
|
Mr.
Shan Huei Kuo
Samson
Holding Ltd.
Level
28, Three Pacific Place
1
Queen’s Road East
Hong
Kong
(852)
2980-1338
With
a copy to:
Mr.
James C. Lin
Davis
Polk & Wardwell
18th
Floor, The
Hong Kong Club Building
3A
Chater Road, Central
Hong
Kong
(852)
2533-3300
|
||||
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
||||
|
February
21, 2008
|
||||
|
(Date
of Event which Requires Filing of this
Statement)
|
|
If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or
240.13d-l(g), check the following box. o
|
||||
|
*The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
|
||||
|
The
information required on the remainder of this cover page shall not
be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Samson
Holding Ltd.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
WC,
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
7,221,373
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
7,221,373
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,373
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Advent
Group Limited
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
OO,
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
7,221,373
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
7,221,373
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,373
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
HC,
CO
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Magnificent
Capital Holding Limited
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
OO,
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
7,221,373
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
7,221,373
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,373
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
HC,
CO
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Sun
Fortune Investments Limited
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
OO,
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
0
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Trade
Decade Limited
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
OO,
AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
0
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Mr.
Shan Huei Kuo
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
PF,
OO, AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Taiwan
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
7,221,373
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
7,221,373
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,373
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
IN,
HC
|
|
CUSIP
No. 360921100
|
|
|
1.
|
NAME
OF REPORTING PERSONS.
Ms.
Yi-Mei Liu
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (See
Instructions)
PF,
OO, AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
or 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Taiwan
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
(See Item 5)
|
|
8.
|
SHARED
VOTING POWER
7,221,373
(See Item 5)
|
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
(See Item 5)
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
7,221,373
(See Item 5)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,373
(See Item 5)
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See
Instructions)
|
o |
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (See
Instructions)
IN,
HC
|
This
Amendment No. 2 amends the statement on Schedule 13D (the “Schedule 13D”)
relating to the common stock, US$1.00 stated value (the “Shares”), of
Furniture Brands International, Inc., a Delaware corporation (the
“Issuer”), filed jointly with the Securities and Exchange Commission (the
“SEC”) on October 1, 2007, as amended by Amendment No. 1 thereto
filed
jointly with the SEC on December 20, 2007, by (i) Samson Holding Ltd., a Cayman
Islands company (“Samson Holding”), (ii) Advent Group Limited, a British
Virgin Islands company (“Advent”), (iii) Magnificent Capital Holding
Limited, a British Virgin Islands company (“Magnificent”), (iv) Sun
Fortune Investments Limited, a British Virgin Islands company (“Sun
Fortune”), (v) Trade Decade Limited, a British Virgin Islands company
(“Trade Decade”), (vi) Mr. Shan Huei Kuo (“Mr. Kuo”), and (vii)
Mr. Kuo’s wife, Ms. Yi-Mei Liu (“Ms. Liu”) (collectively, the
“Reporting Persons”). The Reporting Persons hereby amend Items
2, 4, 5 and 7 of the Schedule 13D as follows.
Item
2. Identity and Background
The
second
sentence in Item 2 of the Schedule 13D is hereby deleted and replaced in its
entirety by the following sentence:
Mr.
Kuo
and Ms. Liu may each be deemed to control Samson Holding, Advent and
Magnificent, as Mr. Kuo and Ms. Liu each holds 50% of the equity interest in
Magnificent, which holds approximately 70% of the equity interest in Advent,
which in turn holds approximately 60% of the equity interest in Samson
Holding.
Item
4. Purpose of Transaction
Item
4 of
the Schedule 13D is hereby amended by adding the following:
On
February 21, 2008, Samson Holding completed the purchase of 6,255,860 Shares
from Sun Fortune and the purchase of 149,513 Shares from Trade Decade
(collectively, the “Purchases”), pursuant to the purchase agreement dated
December 19, 2007 by and among Samson Holding, Sun Fortune and Trade Decade
(the
“Purchase Agreement”).
Item
5. Interest in Securities of the Issuer
Item
5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a)
–
(b) For the purpose of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended:
(i)
Samson
Holding beneficially owns, and has shared power to vote, dispose or direct
the
disposition of, 7,221,373 Shares, representing approximately 14.9% of the
outstanding Shares of the Issuer;
(ii)
Advent, as a result of its ownership of a controlling interest in Samson
Holding, may be deemed to beneficially own and have shared power to vote,
dispose or direct the disposition of, the 7,221,373 Shares beneficially owned
by
Samson Holding, representing approximately 14.9% of the outstanding Shares
of
the Issuer;
(iii)
Magnificent, as a result of its indirect ownership of a controlling interest
in
Samson Holding, may be deemed to beneficially own and have shared power to
vote,
dispose or direct the disposition of, the 7,221,373 Shares beneficially owned
by
Samson Holding, representing approximately 14.9% of the outstanding Shares
of
the Issuer;
(iv)
Mr.
Kuo, as a result of his indirect ownership of a controlling interest in Samson
Holding, may be deemed to beneficially own and have shared power to vote,
dispose or direct the disposition of, the 7,221,373 Shares beneficially owned
by
Samson Holding, representing approximately 14.9% of the outstanding Shares
of
the Issuer; and
(v)
Ms.
Liu, as a result of her indirect ownership of a controlling interest in Samson
Holding, may be deemed to beneficially own and have shared power to vote,
dispose or direct the disposition of, the 7,221,373 Shares beneficially owned
by
Samson Holding, representing approximately 14.9% of the outstanding Shares
of
the Issuer.
The
ownership percentages are calculated based on the number of outstanding Shares
set forth in the Issuer’s Form 10-Q filed with the SEC on November 9,
2007.
Except
as
set forth in this Item 5(a), none of the Reporting Persons, and, to the best
of
their knowledge, none of the directors and executive officers of the Reporting
Persons, if applicable, beneficially owns any Shares.
(c) On
February 21, 2008, Samson Holding completed the Purchases of 6,255,860 Shares
from Sun Fortune and 149,513 Shares from Trade Decade pursuant to the Purchase
Agreement, for an aggregate consideration of US$60,590,985 (or US$9.4594 per
Share), which was satisfied by the issue of 296,754,439 and 7,092,334 ordinary
shares of Samson Holding to Sun Fortune and Trade Decade, respectively, at
an
issue price per share of HK$1.5558 (equivalent to approximately US$.1994, based
on the HK$:US$ exchange rate of 7.8019:1.0000, as of 4:30 p.m., Hong Kong time,
on the date of the Purchase Agreement), credited as fully paid. The
Purchases were effected in private transactions.
(d) Inapplicable.
(e) As
of February 21, 2008, following the completion of the Purchases, each of Sun
Fortune and Trade Decade ceased to be the beneficial owner of more than five
percent of the Shares. Accordingly, the Schedule 13D is hereby
terminated with respect to Sun Fortune and Trade Decade, and this Amendment
No.
2 constitutes the final amendment thereto filed by Sun Fortune and Trade
Decade.
Item
7. Material to be Filed as Exhibits
Exhibit
A:
Schedule 13D Joint Filing Agreement, dated February 22, 2008, by and among
the
Reporting Persons.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete
and
correct.
Date:
February 22, 2008
|
Samson
Holding Ltd.
|
||
|
By:
|
/s/
Mohamad Aminozzakeri
|
|
|
Name:
|
Mr.
Mohamad Aminozzakeri
|
|
|
Title:
|
Executive
Director
|
|
|
Advent
Group Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Magnificent
Capital Holding Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Sun
Fortune Investments Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Trade
Decade Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
By:
|
/s/
Yi-Mei Liu
|
|
|
Name:
|
Ms.
Yi-Mei Liu
|
EXHIBIT
A
SCHEDULE
13D JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, the undersigned hereby agree to (i) the
joint filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Shares of the Issuer and (ii) that
this
Joint Filing Agreement be included as an exhibit to such joint filing, provided
that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible
for the completeness and accuracy of the information concerning the other
persons making the filing unless such person knows or has reason to believe
such
information is inaccurate.
The
Joint Filing Agreement may be
executed in any number of counterparts all of which together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of this 22nd day of February,
2008.
|
Samson
Holding Ltd.
|
||
|
By:
|
/s/
Mohamad Aminozzakeri
|
|
|
Name:
|
Mr.
Mohamad Aminozzakeri
|
|
|
Title:
|
Executive
Director
|
|
|
Advent
Group Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Magnificent
Capital Holding Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Sun
Fortune Investments Limited
|
||
|
By:
|
/s/
Shan Huei Kuo
|
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
|
Title:
|
Executive
Director
|
|
|
Trade
Decade Limited
|
|
|
By:
|
/s/
Shan Huei Kuo
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
Title:
|
Executive
Director
|
|
By:
|
/s/
Shan Huei Kuo
|
|
Name:
|
Mr.
Shan Huei Kuo
|
|
By:
|
/s/
Yi-Mei Liu
|
|
Name:
|
Ms.
Yi-Mei Liu
|
News Feed